迈威尔科技美股招股说明书(2026-07-09版)

MARVELL TECHNOLOGY, INC. 146,504 Shares of Common StockOffered by the Selling Securityholders The selling securityholders of Marvell Technology, Inc. (“Marvell,” “we,” “us” or the “Company”) listed under the heading “SellingSecurityholders” may offer and resell up to 146,504 shares of our common stock, par value $0.002 per share under this prospectus supplement. Thecommon stock that may be offered by each selling securityholder using this prospectus supplement represent shares of our common stock that we issuedto such selling securityholders in connection with our acquisition of XConn Technologies Holdings, Ltd. We will not receive any proceeds from the sale of the common stock by the selling securityholders. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MRVL.” On July8, 2026, the closing price of ourcommon stock as reported on Nasdaq was $231.71 per share. Investing in our securities involves certain risks. See the “Risk Factors” beginning on pageS-2, as well as the otherinformation contained or incorporated by reference in this prospectus supplement. The selling securityholders may sell any or all of their shares of common stock through public or private transactions at market prices prevailing atthe time of sale, at prices related to such market prices, at varying prices determined at the time of sale, at fixed prices or at negotiated prices. The timingand amount of any sale is within the sole discretion of the applicable selling securityholder, subject to certain restrictions. The registration of thesecurities covered by this prospectus supplement does not necessarily mean that any of the shares will be offered or sold by the selling securityholders.For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if the prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents Prospectus Supplement SummaryRisk FactorsForward-Looking StatementsUse of ProceedsSelling SecurityholdersPlan of DistributionLegal MattersIndependent Registered Public Accounting FirmWhere You Can Find Additional InformationIncorporation By Reference Prospectus About this ProspectusProspectus SummaryWhere You Can Find More InformationIncorporation by ReferenceRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Common StockDescription of Debt Securities Description of Warrants SUMMARY This summary highlights certain information about this offering and our business appearing elsewhere in this prospectus supplement or thedocuments incorporated by reference herein and does not contain all of the information that you should consider before investing in our securities.The following summary is qualified in its entirety by the more detailed information included elsewhere in, or incorporated by reference into, thisprospectus supplement and the accompanying prospectus, including our consolidated financial statements and notes thereto. For a more completeunderstanding of this offering and our business, you should read this entire prospectus supplement and all documents incorporated by referenceherein, including the section titled “Risk Factors” herein and in each of our Annual Report on Form 10-K and our Quarterly Reports on Form10-Q before deciding to invest in our securities. Company Overview We are a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fablesssupplier of high-performance semiconductor products with core strengths in developing and scaling complex System-on-a-Chip architectures,integrating analog, mixed-signal and digital signal processing functionality. Leveraging leading intellectual property and deep system-levelexpertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center andcommunications and other end markets. Corporate Information We were incorporated in Delaware on October20, 2020 and changed our name to Marvell Technology, Inc. on April20, 2021. Our registeredand mailing address is 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801 and our telephone number there is (302) 295-4840. We maintain a website at www.marvell.com where general information about us is available. We are not incorporating the contents of, orinformation accessible through, the website into this prospectus supplement or the accompanying prospectus. The Offering This prospectus supplement relates to the resale of shares of common stock held by the selling securityholders identified under “SellingSecurityholders.” The shares of common stock that may be offered by each selling securityholder using this prospectus supplement represent sharesof our